Vascular smooth muscle cells (VSMC) exhibit phenotypic plasticity that contributes to human vascular disease. Serum response factor (SRF) and the Myocardin family of coactivators (e.g., MRTFA) have emerged as key inducers of the VSMC contractile phenotype. Although much work exists on SRF-MRTFA-dependent gene expression, a critical gap exists with respect to our understanding of signaling pathways that converge upon SRF-MRTFA to negatively affect VSMC gene expression. We and others have proposed p38MAPK signaling as a critical signal transducer of TGF?1-induced VSMC differentiation; however, all studies to date have relied upon the exclusive use of chemical inhibitors of p38MAPK (e.g., SB203580). Since such inhibitors likely have unknown effects un-related to p38MAPK, we performed small interference RNA knockdown studies of p38MAPK? (MAPK14), the major isoform of p38MAPK in VSMC targeted by SB compounds. Rather than inhibiting VSMC gene expression, as predicted by prior studies using SB compounds, we found knockdown of MAPK14 stimulates VSMC contractile gene expression. Using several well-defined vascular injury models, we found total and phosphorylated MAPK14 are enriched in the neointima of the vessel wall where phenotypically altered VSMC reside suggesting MAPK14 expression is somehow linked to the synthetic VSMC phenotype. New, exciting data show VSMC-specific Mapk14 knockout mice exhibit induced VSMC contractile gene expression and are completely resistant to injury-induced neointimal formation. Mechanistically, we have found that MAPK14 regulates MRTFA nucleo-cytoplasmic shuttling, a critical determinant of SRF-dependent VSMC contractile gene expression. Our most recent finding reveals depletion of MAPK14 up-regulates a novel Smooth muscle and Endothelial cell enriched long Non-Coding RNA (SENCR), that exerts positive effects on the VSMC contractile phenotype. Based on these findings, we have formulated the global hypothesis that MAPK14 antagonizes VSMC contractile phenotype and promotes vascular disease through dysregu- lation of MRTFA nuclear translocation and inhibition of SENCR. Three inter-related specific aims are pro- posed to address this hypothesis using novel mouse models and innovative concepts. In Aim 1, we will elucidate the role of MAPK14 in VSMC phenotypic plasticity leading to vascular disease. In Aim 2, we will elucidate the integrative role of MAPK14 and MRTFA in regulating VSMC differentiation. In Aim 3, we will elucidate the regulation and function of MAPK14-dependent inhibition of SENCR in VSMC. Collectively, these studies will illuminate an important and heretofore unrecognized role for MAPK14 in negatively regulating VSMC differentiation, thus providing fresh insight into the molecular control of VSMC phenotype. These studies also challenge the paradigm of p38MAPK as a pro-VSMC differentiation signaling pathway and will link this pathway to the antagonism of two key downstream targets (MRTFA and SENCR). Information gained through these studies has intriguing therapeutic potential for designing novel strategies to combat vascular diseases.